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The Bank of Tokyo-Mitsubishi UFJ, Ltd. Announces Execution of Stock Transfer Agreement Concerning Transfer of NBL Co., Ltd.

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TOKYO--(BUSINESS WIRE)--

The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU), a subsidiary of Mitsubishi UFJ Financial Group, Inc. (MUFG), and Hitachi Capital Corporation (Hitachi Capital) agreed that BTMU will transfer* 12,000,000 shares in NBL Co., Ltd. (60% of all issued shares) to Hitachi Capital, and the said parties entered into a stock transfer agreement.

*The share transfer and payment of the purchase price are scheduled to take place on April 1, 2013, subject to the approval of the competent authorities.

1. Reason for Stock Transfer
Pursuant to the "Capital Alliance Between Hitachi Capital Corporation and NBL Co., Ltd." that was announced on July 28, 2011, BTMU transferred 40% of all issued shares in NBL to Hitachi Capital on October 31, 2011.
Subsequently, as a result of numerous consultations between MUFG and BTMU concerning growth strategies for NBL going forward, it was concluded that the partnering with Hitachi Capital, a leading company in the vendor leasing industry* with excellent vendor leasing business knowhow and a strong customer base, would contribute to the long-term growth and development of NBL.

*Vendor lease: Lease agreements to be entered into with customers by lease companies through customer mediation or representative services for office procedures by dealers who are in alliance relationships with lease companies via entering into dealership agreements with lease companies or in any other manners.

 

2. Overview of Subsidiary

(1)   Name   NBL Co., Ltd.
(2)   Location   New Kawai Building, 4-6 Nihonbashi Honcho 3-chome, Chuo-ku, Tokyo
(3)  

Name and Title of
Representative

  Akio Kakizaki, Representative director and president
(4)   Type of Business   General leasing business
(5)   Capital   10,000 million yen
(6)   Date of Incorporation   November 26, 1977
(7)  

Major Shareholders and
Shareholdings

 

The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Hitachi Capital Corporation
Mitsubishi UFJ NICOS Co., Ltd.

 

50%
40%
10%

   

*BTMU plans to complete the acquisition of all the shares held by Mitsubishi UFJ
NICOS by the stock transfer date (which is scheduled to take place on April 1, 2013)
and transfer these shares to Hitachi Capital, together with the shares already held by
BTMU comprising 50% of all issued shares (comprising in total 60% of all the issued
shares).



(8)

Relationship between
MUFG and NBL

Capital
Relationship

  NBL is a consolidated subsidiary of MUFG and BTMU.

Personnel
Relationship

Three of NBL's six directors are current or former employees
of BTMU. In addition, five BTMU employees are seconded to
NBL.

   

Transaction
Relationship

 

BTMU has conducted financial transactions with NBL,
including loans.

(9)

Management results and financial standing of NBL for the last three years

(million yen)

Fiscal year  

Fiscal year ended
March 31, 2010

 

Fiscal year ended
March 31, 2011

Fiscal year ended
March 31, 2012

Net Assets 4,860 5,237 5,849
Total Assets 185,713 178,771 190,219
Net Assets per Share (yen) 243.01 261.85 292.45
Revenue 55,123 60,475 62,352
Operating Income 113 1,011 2,982
Ordinary Income 137 1,012 2,982
Net Income 36 376 612
Net Income per Share (yen) 1.81 18.83 30.60
    Dividend per Share (yen)   -   -   -
 

3. Overview of Transferee

(1)   Name   Hitachi Capital Corporation
(2)   Location   15-12, Nishi-Shimbashi 2-chome, Minato-ku, Tokyo
(3)  

Name and Title of
Representative

  Kazuya Miura, President and CEO
(4)   Type of Business   General leasing business
(5)   Capital   9,983 million yen
(6)   Date of Incorporation   September 10, 1957
(7)   Net Assets   270,404 million yen (consolidated value as of end of March 2012)
(8)   Total Assets   1,757,241 million yen (consolidated value as of end of March 2012)

(9)

 

Major Shareholders and
Shareholders

 

Hitachi, Ltd.

 

54.78%

(10)  

Relationship between
MUFG and Hitachi
Capital

 

Capital
Relationship

 

There is no capital relationship between MUFG and Hitachi
Capital that should be noted. There is no capital relationship
between any persons related to MUFG or any affiliates of
MUFG, on the one hand, and any persons related to Hitachi
Capital or any affiliates of Hitachi Capital, on the other, that
should be noted.




Personnel
Relationship

One BTMU employee is seconded to Hitachi Capital.

Transaction
Relationship

BTMU has conducted financial transactions with Hitachi
Capital, including loans.

       

Whether Hitachi
Capital is a
Related Party

 

Hitachi Capital is not a related party of MUFG. There are
no persons related to Hitachi Capital or affiliates of Hitachi
Capital who are also related to MUFG.

 

4. Number of shares to be transferred by BTMU and status of share ownership prior to and after transfer

Number of Shares Owned
Prior to Transfer

 

12,000,000
(Number of voting rights: 12,000,000)
(Ownership ratio: 60%)

       

Number of Shares to be
Transferred

12,000,000
(Number of voting rights: 12,000,000)
(Percentage of all issued shares: 60%)
(Value of transfer: 2,400 million yen)


       

Number of Shares Owned
After Transfer

 

0
(Number of voting rights: 0)
(Ownership ratio: 0%)

       
     

5. Schedule

Execution of Stock Transfer
Agreement

  October 29, 2012

Date of Share Transfer
(Schedule)

  April 1, 2013 (after approval from the competent authorities)
 

The impact that this matter will have on MUFG's financial results is expected to be minimal.

The Bank of Tokyo-Mitsubishi UFJ, Ltd.
Akira Narumi, +81-3-3240-1111
Chief Manager
Corporate Administration Division


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